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Rule 12g3-2(b): N/A

COMPANHIA ENERGÉTICA
DE MINAS GERAIS - CEMIG

BRAZILIAN LISTED
COMPANY

CNPJ
17.155.730/0001-64

CONVOCATION

TO

EXTRAORDINARY
GENERAL MEETING OF STOCKHOLDERS

Stockholders of Cemig are
hereby called to an Extraordinary General Meeting, to be held on 16
September 2004 at 10.30 a.m. local time (GMT3), at the companys head office,
Avenida Barbacena 1200, 18th floor, Belo Horizonte, in the state of Minas
Gerais, Brazil, to decide on a proposal for appointment of a specialized
company to value the assets and carry out a physical-accounting reconciliation
of the Companys assets, for the purposes of the transfer of the assets of
Cemig to the wholly-owned subsidiaries to be constituted to make possible
stockholding restructuring.

Any
stockholder who wishes to be represented by proxy in this General Meeting
should obey the terms of Article 126 of Law 6404/76, as amended, and the
sole sub-paragraph of Article 9 of the companys By-laws, by depositing,
preferably by 14 September 2004, proofs of ownership of the shares, issued
by a depositary financial institution, and a power of attorney with specific
powers, at the management office of the General Secretariat of Cemig at Av.
Barbacena 1200  19th floor, B1 wing, Belo Horizonte, state of Minas Gerais,
Brazil, or by showing the said proofs of ownership at the time of the meeting.

Belo Horizonte, 26
August 2004.

Wilson Nélio Brumer

Chairman

PROPOSAL
BY THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS
TO BE HELD ON 16 SEPTEMBER 2004

Dear
Stockholders:

Whereas:

a)For Cemig to adapt to the new model for the
electricity sector, established by Law 10848 of 15 March 2004, a
stockholding restructuring is necessary;

b)the stockholding reorganization currently in progress
provides for the constitution of two wholly-owned subsidiaries, one for
Generation and Transmission, and one for Distribution, with Cemig maintaining
the role of holding company, and stockholding control of the two companies to
be created;

c)for the transfer of assets to the wholly-owned
subsidiaries which will be constituted it is necessary to contract a technical
expert or specialized company for the preparation of a Statement of Valuation,
which states reasons, of all the assets of Cemig, related to the activities of
generation, transmission and distribution of electricity;

d)since Cemig is a company with mixed
private-public-sector stockholdings, this contracting was preceded by a tender
process, in view of Law 8666/93, and the Executive Officers were authorized to
start the administrative process of tender, and to contract services of
Valuation of Assets and Physical-Accounting Reconciliation of the Assets of
Cemig for the purpose of the process of unbundling (de-verticalization) of
the Company;

e)the company Serviços Técnicos de Avaliações do
Patrimônio e Engenharia S/C Ltda. was declared winner of the said tender; and

f)in conformity with Article 8 of Law 6404/76, as
amended, the company specialized in valuation of assets must be appointed by
the General Meeting of Stockholders;

The
Board of Directors proposes to submit to the approval of the Extraordinary
General Meeting of Stockholders a proposal for appointment of the company
Setape  Serviços Técnicos de Avaliações do Patrimônio e Engenharia S/C Ltda.
to provide services of Valuation of Assets and Physical-Accounting Reconciliation
of the Assets of Cemig, as provided for by Law 6404/76, as amended, and the
valuation assessment to be produced by the company will be used in the transfer
of the assets to the wholly-owned subsidiaries which will be constituted to
effect the stockholding reorganization of the Company.

As can
be seen, the objective of this proposal is to serve the legitimate interests of
the stockholders of the Company, for which reason the Board of Directors
expects that it will be approved by you, the stockholders.

Belo Horizonte, 26 August 2004.

Fernando Lage de Melo

Member

Djalma Bastos de Morais

Vice-Chairman

Aécio Ferreira da Cunha

Member

Alexandre Heringer Lisboa

Member

Andréa Paula Fernandes

Member

Carlos Suplicy de
Figueiredo Forbes

Member

Carlos Augusto Leite
Brandão

Member

Firmino Ferreira Sampaio
Neto

Member

Francelino Pereira dos
Santos

Member

José Augusto Pimentel
Pessôa

Member

Maria Estela Kubitschek
Lopes

Member

Guilherme Horta Gonçalves
Júnior

Member

Oderval Esteves Duarte Filho

Member

SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.